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BNP Paribas has a 58.7% stake in Cobepa, a Belgian holding company, managing a substantial investment portfolio.
In the context of the orientations announced in its industrial project, BNP Paribas intends to make Cobepa the central platform for the own investments in Private Equity of the group. This involves all the new funds focused mainly on Europe which the Group would "sponsor", as well as other investments relating to Paribas Capital.
Thus, the strategy of Cobepa will be focused more on investments in Private Equity (unlisted companies). BNP Paribas wishes to associate Cobepa's other shareholders in this policy.
BNP Paribas is offering to those who do not wish to participate in these new developments the opportunity to sell their shares for cash at a price of 74 euros per share, which represents a substantial premium over the market price.
Reorientation of Cobepa's investment strategy
BNP Paribas proposes concentrating Cobepa's investment strategy in Private Equity (unlisted companies).
BNP Paribas is investing in unlisted shares through its Paribas Capital division. The merger of the activities of Cobepa and Paribas Capital is one element of the industrial project of BNP Paribas which plans to develop Private Equity business through investment funds, i.e. taking substantial stakes in unlisted companies with high growth potential.
Relying on its teams of sector specialists, Paribas Capital is an active shareholder in the companies that make up its portfolio, and is one of the leading European players in Private Equity.
A New Role for Cobepa
For the future, BNP Paribas intends to make Cobepa the central platform for its own investments in Private Equity for all the new funds focused mainly on Europe which the Group would "sponsor", as well as for other investments coming under Paribas Capital.
BNP Paribas now intends to redefine Cobepa's usual field of operations as follows:
- future investments by the Group in funds focused mainly on Europe which it would sponsor
- co-investments with these funds when the opportunity arises
- other direct investments outside the scope of such funds
- assistance and consulting to make investments in Benelux that are managed or advised by PAI Management. PAI Management is a management company which brings together the European teams coming from Paribas Affaires Industrielles.
- active and dynamic management of the existing portfolio.
Opportunities for Cobepa shareholders
The proposed strategy offers the following new opportunities to Cobepa shareholders:
- expansion of the investment region to all of Europe
- systematic access to types of investments to which investors in listed companies do not normally have access, such as leveraged operations. These operations carry a higher risk than those conducted by Cobepa until now, but they offer a higher potential return.
- the benefits of the expertise of the BNP Paribas Group management teams.
Terms and conditions of the offer
BNP Paribas is offering to any Cobepa shareholders who do not wish to accompany this strategy the opportunity to dispose of their shares in a Tender Offering which will be opened once autorisation has been obtained from the Commission Bancaire et Financière.
This offer is being made at the price of 74 euros per common share or VVPR, strip No. 9 and following attached.
This price represents a premium of 20.4% over the average of the closing prices of the last 5 days before the suspension of the Cobepa share (9 June 2000), and premiums of 23.3% and 27.1% over the one-month and three-month averages respectively.
The discount in relation to the intrinsic value published by the company at 31 May 2000, adjusted for the capital transaction announced on the Telenet company in which Cobepa indirectly holds 1.33%, is 7.1%
BNP Paribas views the presence of minority shareholders favourably and, because it wishes to associate these Cobepa shareholders in its strategy, does not intend to withdraw the stock from listing on the Brussels market.
Moreover Cobepa owns two listed companies with local scope of action, Ibel in Flanders and Mosane in Walloon region, controlled respectively at 77% and 80%. At this stage, there is no intention to modify the strategy of Ibel and Mosane. Taking into account the strategic orientation of Cobepa, it will be proposed to the Board of Directors of Ibel to immediately sell its 25% interest in Paribas Deelnemingen. Furthermore it could be proposed to the Board of Directors of Ibel and/or Mosane to acquire from Cobepa interests which are in line with their strategy.
Financial impact of the transaction
In the event that all shareholders tender their shares in the offering, the amount of the additional investment made by BNP Paribas in Cobepa would be 1,360 million euros.
The transaction is not expected to have a significant impact on the group's Cooke ratio, amongst others thanks to active management of the equity portfolio. The group maintains its objective of a tier one Cooke ratio near 7% at the end of 2000, before taking into consideration the Contingent Value Rights (Certificats de Valeur Garantie) issued at the time of the BNP takeover of Paribas.
The abovementioned active management of the portfolio is expected to yield extraordinary net income in the range of 200 million euros in 2000. The transaction is not likely to have a significant effect on net income (group share) for subsequent years.
The transaction is also expected to result in a very limited increase in the equity allocated to Paribas Capital.
Born on 23 May 2000 from the merger of BNP with Paribas, BNP Paribas is the leading listed bank group in France and ranks first in the euro zone for the level of its results.
Established in 83 countries, it employs 77,500 people including 28,000 outside France.
It holds a leadership position in France, Europe and worldwide in almost all its lines of business: retail banking, corporate and investment banking, private banking and asset management, Private Equity. With nearly 400,000 customers, it is one of the foremost European banks in e-banking.
Today, Cobepa conducts the businesses of professional investor and financial advisor for companies and their shareholders, primarily in Benelux countries. At 31/12/99, 90% of its portfolio was invested in Benelux and 15% of its portfolio was not listed.